5


                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                         FORM 10-QSB
 QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE
               1934 ACT REPORTING REQUIREMENTS

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
   SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2002
Commission File No. 000-30253






                      MUSIC ETC., INC.
   (Exact name of registrant as specified in its charter)







Nevada                                            88-0426887
(State of organization) (I.R.S. Employer Identification No.)

8764 Carlitas Joy Court, Las Vegas, NV 89117
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 228-
4688

Check whether the issuer (1) filed all reports required to
be file by Section 13 or 15(d) of the Exchange Act during
the past 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes X

There are 6,000,000 shares of common stock outstanding as of
September 30, 2000.



                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

                       MUSIC ETC., INC.

                     FINANCIAL STATEMENTS

                           CONTENTS


                                                           PAGE



     Independent Auditors Report                              1

     Financial Statements

          Balance Sheet                                       2

          Statement Of Operations                           3-4

          Statement Of Stockholders' Equity                   5

          Statement Of Cash Flows                           6-7

          Notes To Financial Statements                    8-11





















                 INDEPENDENT AUDITOR'S REPORT

Board of Directors
Music Etc., Inc.
Las Vegas, Nevada

I have audited the accompanying balance sheets of Music Etc.,
Inc. (a development stage company), as of March 31, 2002 and
March 31, 2002 and the related statements of stockholders'
equity for March 31, 2002 and statements of operations and cash
flows for three months ended March 31, 2002 and the two years
ended December 31, 2001 and December 31,2000 and the period
September 20, 1993 (inception) to March 31, 2002. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Music Etc., Inc. as of March 31, 2002 and 2001 and
the related statements of stockholders' equity for March 31,
2002 and statements of operations and cash flows for the three
months ended March 31, 2002 and the two years ended December
31, 2001 and December 31, 2000 and the period September 20,
1993 (inception) to March 31, 2002 in conformity with
accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 5 to the financial statements, the Company
has had no operations and has no established source of revenue.
This raises substantial doubt about its ability to continue as
a going concern. Management's plan in regard to these matters
are also described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.


  /s/  Kurt D. Saliger, C. P. A.
Kurt D. Saliger C.P.A.
May 14, 2002



                       MUSIC ETC., INC.
                 (A Development Stage Company)
                        BALANCE SHEETS

                            ASSETS
                                       March          March
                                      31,2002        31, 2001

CURRENT ASSETS
       Cash                           $         0   $         0

       TOTAL CURRENT ASSETS           $         0   $         0


                   TOTAL ASSETS       $         0   $         0

             LIABILITIES AND STOCKHOLDERS' EQUITY

     CURRENT LIABILITIES
       Officers Advances (Note 8)     $     5,152   $     3,267

     TOTAL CURRENT LIABILITIES        $     5,152   $     3,267

     STOCKHOLDERS EQUITY (Note 4)

     Preferred Stock, $0.001 Par Value
     Authorized 10,000,000 Shares
     Issued and Outstanding
     At March 31, 2002 - None         $         0

     Common stock, $.001 par value
     authorized 50,000,000 shares
     issued and outstanding at
     March 31, 2001 - 6,000,000 shares                 $  6,000
     March 31, 2002 - 6,000,000 shares  $   6,000

     Additional paid in Capital       $    -2,315   $    -2,315

     Deficit Accumulated during
     development stage                $    -8,837   $    -6,952


     TOTAL STOCKHOLDERS' EQUITY       $    -5,152   $    -3,267


     TOTAL LIABILITIES AND
     STOCKHOLDERS EQUITY              $         0   $         0

        See accompanying notes to financial statements
                             - 2 -


                       MUSIC ETC., INC.
                 (A Development Stage Company)
                    STATEMENT OF OPERATIONS


                               Three     Three
                               Months    Months   Sept. 20, 1993
                               Ended     Ended    (Inception)
                               March     March    to March
                              31,2002    31,2001  31,2002

INCOME
Revenue                       $       0  $       0 $      0
TOTAL INCOME                  $       0  $       0 $      0

EXPENSES

General, Selling
and Administrative            $       0  $       0 $   8,837

Amortization                  $       0  $       0 $       0
TOTAL EXPENSES                $       0  $       0 $   8,837


NET PROFIT (LOSS)             $  -1,000  $       0 $  -8,837

NET PROFIT (LOSS)
per share -  (Note 2)         $  (NIL)   $   (NIL) $   (NIL)


AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING             6,000,000  6,000,000 6,000,000















        See accompanying notes to financial statements
                             - 3 -



                       MUSIC ETC., INC.
                 (A Development Stage Company)
                    STATEMENT OF OPERATIONS


                                    Year        Year    Sep. 20, 1993
                                   Ended       Ended    (Inception)
                                  December    December    to March
                                  31, 2001    31, 2000    31, 2002

INCOME
Revenue                            $      0  $      0    $      0
TOTAL INCOME                       $      0  $      0    $      0

EXPENSES

General, Selling
and Administrative                 $    885  $  3,000    $  8,837
Amortization                       $      0  $      0    $      0

TOTAL EXPENSES                     $    885  $  3,000    $  8,837

NET PROFIT (LOSS)                  $  -885   $ -3,000    $ -8,837

NET PROFIT (LOSS)
PER SHARE (Note #2)                $  (NIL)  $  (NIL)    $  (NIL)


AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING                  6,000,000 6,000,000   6,000,000



















        See accompanying notes to financial statements
                             - 4 -



                       MUSIC ETC., INC.
                 (A Development Stage Company)
         STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        March 31, 2002

                         Common Stock               (Deficit)
                                                   Accumulated
                      Number             Additional   During
                        of                paid-in  Development
                      Shares     Amount   Capital     Stage


Balance,
December 31, 1998     25,000     $ 3,685   $     0   $-3,685


Changed from no par
Value to $0.001
September 21, 1999               $-3,660   $ 3,660

Forward Stock Split
240 to 1
September 21, 1999     5,975,000       $   5,975 $   -5,975

Net loss
December 31, 1999                                    $  -267
Balance Dec. 31, 1999  6,000,000 $ 6,000   $-2,315   $-3,952

Net loss
December 31, 2000                                    $-3,000
Balance Dec. 31, 2000  6,000,000 $ 6,000   $-2,315   $-6,952

Net loss
December 31, 2001                                    $  -885
Balance Dec. 31, 2001  6,000,000 $ 6,000   $-2,315   $-7,837

Net loss
March 31, 2002                                       $  -885
Balance March 31, 2002 6,000,000 $ 6,000   $-2,315   $-8,837

Balance
March 31, 2002         6,000,000 $ 6,000   $-2,315   $-8,837








        See accompanying notes to financial statements
                             - 5 -

                       MUSIC ETC., INC.
                 (A Development Stage Company)
                    STATEMENT OF CASH FLOWS


                              Three       Three
                              Months      Months    Sept 20,1993
                              Ended       Ended     (Inception)
                              March       March       to March
                             31, 2002    31, 2001     31, 2002


CASH FLOW FROM
OPERATING ACTIVITIES

Net (Loss)                   $  -1,000   $        0  $   -8,837

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization                 $       0   $        0  $        0
Officer Advances             $       0   $        0  $    5,152

Net cash used in
Operating activities         $       0   $        0  $   -3,685


CASH FLOW FROM
FINANCING ACTIVITIES
Issue Common Stock           $       0   $        0  $    3,685

Net Increase
(decrease) in cash           $       0   $        0  $        0

Cash, Beginning
Of period                    $       0   $        0  $        0

Cash, End
Of Period                    $       0   $        0  $        0









        See accompanying notes to financial statements
                             - 6 -
                       MUSIC ETC., INC.
                 (A Development Stage Company)
                    STATEMENT OF CASH FLOWS

                            Year         Year    Sept. 20, 1993
                           Ended        Ended     (Inception)
                          December     December     to March
                          31, 2001     31, 2000     31, 2002
CASH FLOW FROM
OPERATING ACTIVITIES

Net (Loss)                $    -885     $-3,000      $ -8,837

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Amortization              $       0     $      0     $      0
Officer Advances          $     885     $  3,000     $  5.152

Net cash used in
Operating activities      $       0     $      0     $ -3,685

CASH FLOW FROM
FINANCING ACTIVITIES
Issue Common Stock        $       0     $      0      $ 3,685

Net Increase
(decrease) in cash        $       0     $      0      $     0

Cash, Beginning
Of period                 $       0     $      0      $     0


Cash, End
Of Period                 $       0     $      0      $     0











        See accompanying notes to financial statements
                             - 7 -

                       MUSIC ETC., INC.
                 (A Development Stage Company)
                 NOTES TO FINANCIAL STATEMENTS
               March 31, 2002 and March 31, 2001



NOTE 1 -ORGANIZATION AND ACCOUNTING POLICIES

         The Company was incorporated September 20, 1993
under the laws of the State of Nevada. The Company was
organized to engage in any lawful activity. The Company
currently has no operations and, in accordance with SFAS #7,
is considered a development stage company.  The will develop a
web site charging subscribers a fee for each internet music
lesson.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Accounting Method
          The Company records income and expenses on the
          accrual method of accounting.

     Estimates
          The preparation of financial statements in
          conformity with generally accepted accounting
          principles requires management to make estimates and
          assumptions that affect the reported amounts of
          assets and liabilities and disclosure of contingent
          assets and liabilities at the date of the financial
          statements and the reported amounts of revenue and
          expenses during the reporting period. Actual results
          could differ from those estimates.

     Cash and equivalents
          The Company maintains a cash balance in a non-
          interest bearing bank that currently does not exceed
          federally insured limits. For the purpose of the
          statements of cash flows, all highly liquid
          investments with the maturity of three months or
          less are considered to be cash equivalents. There
          are no cash equivalents as of March 31, 2002.

     Income Taxes
          Income taxes are provided for using the liability
          method of accounting in accordance with Statement of
          Financial Accounting Standards No. 109 (SFAS #109)
          "Accounting for Income Taxes". A deferred tax asset
          or liability is recorded for all temporary
          differences between financial and tax reporting.
          Deferred tax expense (benefit) results from the net
          change during the year of deferred tax assets and
          liabilities.



                              -8-
                       MUSIC ETC., INC.
                 (A Development Stage Company)
                 NOTES TO FINANCIAL STATEMENTS
               March 31, 2002 and March 31, 2001



NOTE   2   -   SUMMARY  OF  SIGNIFICANT  ACCOUNTING   POLICIES
(CONTINUED)

     Reporting on Costs of Start-Up Activities
          In April 1998, the American Institute of Certified
          Public Accountants issued Statement of position 98-5
          ("SOP 98-5"), "Reporting the Costs of Start-up
          Activities" which provides guidance on the financial
          reporting of start-up costs and organizational
          costs. It requires costs of start-up activities and
          organizational costs to be expensed as incurred. SOP
          98-5 is effective for fiscal years beginning after
          December 15, 1998 with initial adoption reported as
          the cumulative effect of a change in accounting
          principle.

     Loss Per Share
          Net loss per share is provided in accordance with
          Statement of Financial Accounting Standards No. 128
          (SFAS #128) "Earnings Per Share".  Basic loss per
          share is computed by dividing losses available to
          common stockholders by the weighted average number
          of common shares outstanding during the period.
          Diluted loss per share reflects per share amounts
          that would have resulted if dilutive common stock
          equivalents had been converted to common stock. As
          of March 31, 2002 the Company had no dilutive common
          stock equivalents such as stock options.

     Year End
          The  Company has selected December 31st as its fiscal
          year end.

     Year 2000 Disclosure
          The year 2000 issue had no effect on the Company.

NOTE 3 - INCOME TAXES

     There is no provision for income taxes for the year ended
     December 31,2001. The Company's total deferred tax asset
     as of March 31, 2002 is as follows:
          Net operating loss carry forward              $8,837
          Valuation allowance                           $8,837
          Net deferred tax asset                        $    0
     The federal net operating loss carry forward will expire
     in 2017 to 2019.



                              -9-

                       MUSIC ETC., INC.
                 (A Development Stage Company)
                 NOTES TO FINANCIAL STATEMENTS
               March 31, 2002 and March 31, 2001


NOTE 4 STOCKHOLDER'S EQUITY
     Common Stock
          The authorized common stock of the Company consists
          of 50,000,000 shares with a par value of $0.001 per
          share.

          On July 27, 1995 the Company issued 20 shares of its
          no par value common stock in consideration of $200
          in cash to one of its directors.

          On July 27, 1997 the Company issued 24,980 shares of
          its no par value common stock in consideration of
          $5,996 in cash to three of its directors.

          On September 21, 1999 the State of Nevada approved
          the Company's restated Articles of Incorporation
          that increased its capitalization from 25,000 common
          shares of no par value to 50,000,000 common shares
          with a par value of $0.001 and added 10,000,000
          preferred shares with a par value of $0.001.

          On September 21, 1999 the Company forward split its
          common stock 240:1 thus increasing the number of
          outstanding common shares from 25,000 to 6,000,000
          shares.

     Preferred Stock
          The authorized preferred stock of the Company
          consists of 10,000,000 shares with a par value of
          $0.001 per share.

NOTE 5 GOING CONCERN.

          The Company's financial statements are prepared
          using generally accepted accounting principles
          applicable to a going concern, which contemplates
          the realization of assets and liquidation of
          liabilities in the normal course of business.
          However, the Company does not have significant cash
          or other material assets, nor does it have an
          established source of revenues sufficient to cover
          its operating costs and to allow it to continue as a
          going concern.







                             -10-

                       MUSIC ETC., INC.
                 (A Development Stage Company)
                 NOTES TO FINANCIAL STATEMENTS
               March 31, 2002 and March 31, 2001

NOTE 6 -RELATED PARTY TRANSACTIONS

     The Company neither owns nor leases any real or personal
     property. An officer of the Company provides office
     services without charge. Such costs are immaterial to the
     financial statements and accordingly, have not been
     reflected therein. the officers and directors of the
     Company are involved in other business opportunities. If a
     specific business opportunity becomes available, such
     persons may face a conflict in selecting between the
     Company and their other business interests. The Company
     has not formulated a policy for the resolution of such
     conflicts.

NOTE 7 -WARRANTS AND OPTIONS

     There  are no warrants or options outstanding to  acquire
     any additional shares of common or preferred stock.

NOTE 8 -OFFICER ADVANCES

     While the Company was seeking additional capital to
     advance its business plan, an officer of the Company has
     advanced funds on behalf of the Company to pay for any
     costs incurred by it. These funds are interest free.


















                             -11-



          ITEM 2.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This   report   contains  statements  that  are   forward-looking
statements  within  the meaning of the federal  securities  laws.
These   include  statements  about  our  expectations,   beliefs,
intentions  or  strategies for the future, which we  indicate  by
words  or  phrases  such  as  "anticipate,"  "expect,"  "intend,"
"plan,"  "will," "believe" and similar language. These statements
involve  known and unknown risks, including those resulting  from
economic  and  market conditions, the regulatory  environment  in
which  we  operate,  competitive activities, and  other  business
conditions, and are subject to uncertainties and assumptions  set
forth  elsewhere  in  this  registration  statement.  Our  actual
results  may differ materially from results anticipated in  these
forward-looking   statements.   We   base   our   forward-looking
statements  on  information currently available  to  us,  and  we
assume no obligation to update these statements.

                        Plan of Operation

We are in the developmental stage and have no established
source of revenue. We believe we will need at least $300,000 in
order to be able to continue with our development operations.
We are currently developing a business plan to market our web
site, which will enable users to learn to play musical
instruments online through the varying levels of music lessons
we intend to make available shortly after becoming operational.
We plan to take the following steps that we believe will be
sufficient to provide us with the ability to continue in
existence:

1.   Management believes we will need to raise between
     US$300,000 and US$500,000 over the next 12 months which we
     will utilize in contracting web hosts, which will provide
     the services of web page designers and consultants to help
     us devise a curriculum which will be viable to teach music
     lessons online. We believe that the amount to contract a
     web host is nominal but would require a monthly service
     charge ranging from $20 to $45 per month. There may be a
     set-up or activation fee, which would be approximately $500
     to $1,000. The exact amount we will need to raise will be
     determined by the then current market conditions, and the
     status of cash flow within Music Etc. It is anticipated
     that an initial injection of US$300,000 will be required
     within the next 12 months. We propose to raise the amount
     we need by selling shares of our common stock through this
     offering followed by one or more private placements if
     necessary. Should we not be able to raise any funding
     through this offering, we are researching other
     possibilities to raise funds. We have been researching
     ideas to raise funds through either private placements or
     through certain government loans or commercial loans.

2.   We hope to generate revenue from the marketing of our web
     site to offer music lessons online.  This is expected to be
     conducted upon the completion of this offering and
     availability of funds, if we are successful in raising
     funding through this offering.  We have conducted minimal
     research as to the best way to market our web site. Our
     research efforts have been limited to information obtained
     from the Internet regarding start up businesses.  Music
     Etc. does not currently have any formal contracts with any
     internet sites or web hosts. Music Etc., Inc., will develop
     a web page with hyperlinks on Unified School District Web
     Pages directing interested parties to Music Etc., Inc.'s.
     Web page, once our web page is operational.

3.   Management may find it necessary to raise additional funds
     to impliment the business plan of Music Etc., Inc.  Manage
     intends to raise these additional funds through the
     issuance of shares of its common stock.  This action would
     ultimately dilute the holdings of any current shareholder.

4.   We intend to launch our website with the aid of consultants
     within the music industry. These consultants will be paid
     on a per project basis, initially, from the proceeds raised
     in this offering. Once we have generated revenue and
     profits enough to sustain our working capital on an ongoing
     basis, we will hire these individuals on a part- to full-
     time basis. We have not identified any consultants in the
     music industry to date. However, we plan to investigate any
     possibilities of hiring consultants within the next 12
     months. We feel that we will be able to hire at least one
     to two consultants within the next 12 months, assuming all
     of the shares being offered at the offering price of $0.10
     per share are sold.  We  have only estimated the cost of
     the consultants and any fees associated with these
     consultants.

We do not know the minimum amount we will need in any of the
above areas to begin our operations.

We intend to utilize one or more of the credit card processing
services to provide our students the option to either pay online
with a credit card or have payments deducted straight from their
checking accounts. These services will range anywhere from
$10/month and $0.25 per transaction fee through CardService
International, Inc. to $44.95/per month, which includes the
processing fee, for a period of 24 months from iTransact.com
(for each transaction over 500 is subject to a $0.10 per
transaction fee).

We also intend to utilize the services of website managers and
designers in order to keep our operating costs down. Prices for
services which will design our website as well as manage the
site range anywhere from $19.95/month to $45/month, some with a
start up fee, for the small to medium sized businesses just
getting started. Many of these web-hosting services also include
ISP services included in the monthly fees. Eventually, in the
future, we intend to hire a full-time web page designer and
manager once our operations grow to a capacity, which will
require our own staff.

              Competition Music Etc. may encounter

Currently, there are many sites that offer music lessons online.
We intend to offer a variety of different lessons, from which the
student would be able to choose. Since we have not yet begun our
operations and intend to implement our business plan through the
proceeds raised in this offering, it will be difficult for us to
find a niche in the music industry. These other companies have
greater financial resources and are already established, making
it more difficult for us to generate revenue within the first
year, if we are able to raise enough funds to finance our
ultimate goals and begin a web site.

                            Employees

We are currently in a start-up phase with no employees, other
than our management. It is expected that as funds become
available additional staff will be hired. All future employees
will be hired under an equal opportunity policy and evaluated by
their manager on a regular basis with regard to merit raises and
advancements. We do, however, intend to hire consultants,
initially through part of the proceeds raised in this offering.
These consultants will be hired on a part-time case-by-case
basis. We intend to hire software development consultants and
accomplished music teachers on a full time basis.  Internet web
networking consultants, computer networking consultants and web
graphic design consultants will be hired on a part-time basis.

                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action has
been threatened by or against the Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the most recent quarter.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

3.1   The  exhibits,  consisting of  the  Company's  Articles  of
Incorporation, are attached to the Company's Amended Form  10-SB,
filed  on  June  23,  2000. These exhibits  are  incorporated  by
reference to that Form.

3.2   The  exhibits,  consisting of  the  Company's  Bylaws,  are
attached  to the Company's Amended Form 10-SB, filed on June  23,
2000. These exhibits are incorporated by reference to that Form.

                           SIGNATURES

Pursuant  to  the  requirements of Section 12 of  the  Securities
Exchange  Act  of  1934,  the Registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.



                           Music Etc., Inc.



                           By: /s/ Lewis Eslick
                              Lewis Eslick, President



                           Date: May 21, 2002